Nevada
|
88-0292249
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification Number)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
None
|
None
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
|
CAUTIONARY STATEMENT
|
ii
|
|
PART I
|
1
|
|
Item 1.
|
Business
|
1
|
Item 1A.
|
Risk Factors
|
6
|
Item 1B.
|
Unresolved Staff Comments
|
6
|
Item 2.
|
Properties
|
6
|
Item 3.
|
Legal Proceedings
|
6
|
Item 4.
|
Mine Safety Disclosures
|
6
|
PART II
|
7
|
|
Item 5.
|
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
7
|
Item 6.
|
Selected Financial Data
|
8
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
8
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
14
|
Item 8.
|
Financial Statements and Supplementary Data
|
14
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
14
|
Item 9A.
|
Controls and Procedures
|
14
|
Item 9B.
|
Other Information
|
15
|
PART III
|
15
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
15
|
Item 11.
|
Executive Compensation
|
17
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
18
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
19
|
Item 14.
|
Principal Accountant Fees and Services
|
19
|
PART IV
|
21
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
21
|
SIGNATURES
|
|
Country
|
Patent Number
|
Expiry Date
|
|
USA
|
US
|
5464822
|
07-Nov-2012
|
USA
|
US
|
6245739
|
12-Jun-2018
|
Portugal
|
PT
|
094326
|
11-Oct-2011
|
YEAR
|
PERIOD
|
HIGH
|
LOW
|
|
2011
|
First Quarter
|
$0.80
|
$0.21
|
|
Second Quarter
|
0.96
|
0.40
|
||
Third Quarter
|
0.36
|
0.05
|
||
Fourth Quarter
|
0.40
|
0.22
|
||
2010
|
First Quarter
|
$1.25
|
$0.35
|
|
Second Quarter
|
0.96
|
0.38
|
||
Third Quarter
|
0.65
|
0.20
|
||
Fourth Quarter
|
0.63
|
0.20
|
|
·
|
In February 2011, we announced the results of our multicentre, double-blind, randomized, placebo-controlled Phase II clinical trial on the effect of Elafin on the postoperative inflammatory reactions and postoperative clinical course in patients undergoing esophagectomy for esophagus carcinoma.
|
|
·
|
In April 2011, Proteo presented the current status of the clinical development on the Biochemical Society Meeting - Structure and function of whey acidic protein 4-disulphide core proteins – in Cambridge, published in Biochemical Society Transactions in October 2011.
|
|
·
|
In the third quarter 2011, the University of Edinburgh started the recruitment of patients for the EMPIRE-Study, which will investigate the efficacy of Elafin in preventing complications of coronary bypass surgery. EMPIRE (Elafin Myocardial Protection from Ischaemia Reperfusion Injury) is a placebo-controlled, double-blinded, monocentric Phase-II study with 80 patients.
|
|
·
|
Major advances in the development program for Elafin in lung diseases: In the third quarter of 2011 the Stanford School of Medicine research team led by Marlene Rabinovitch, was awarded a five-year, $10.8 million grant from the National Heart, Lung and Blood Institute for the study of Elafin’s ability to treat three distinct lung diseases. The grant will fund one preclinical project for each disease, all three of which are notoriously difficult to treat: pulmonary hypertension, ventilator-induced injury of the immature lung in premature babies, and chronic lung transplant rejection.
|
|
·
|
In 2011, the increasing interest of the scientific community in function and possible uses of Elafin led to 25 scientific publications on Elafin.
|
|
·
|
the uncertainty of future clinical trial results;
|
|
·
|
the uncertainty of the ultimate number of patients to be treated in any current or future clinical trial;
|
|
·
|
the uncertainty of the applicable regulatory bodies allowing our studies to move forward;
|
|
·
|
the uncertainty of the rate at which patients are enrolled into any current or future study. Any delays in clinical trials could significantly increase the cost of the study and would extend the estimated completion dates;
|
|
·
|
the uncertainty of terms related to potential future partnering or licensing arrangements;
|
|
·
|
the uncertainty of protocol changes and modifications in the design of our clinical trial studies, which may increase or decrease our future costs; and
|
|
·
|
the uncertainty of our ability to raise additional capital to support our future research and development efforts beyond December 2012.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
(#)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
Compensation
($)
|
Birge Bargmann
|
2011
|
$ 153,750
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
153,750
|
(Chief Executive
Officer and Chief
Financial Officer)
|
2010
|
$ 74,378
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
74,378
|
Name of Beneficial Owner
|
Number of Common Shares
Beneficially Owned (1)
|
Percent of Class
|
|||
Prof. Oliver Wiedow, M.D.
|
10,680,000 |
44.7%
|
|||
Birge Bargmann
|
2,000,000 |
8.4%
|
|||
Dr. Barbara Kahlke
|
10,000 |
*
|
|||
Prof. Hartmut Weigelt, Ph.D.
|
54,000 |
*
|
|||
All directors and executive officers as a group (4 persons)
|
12,744,000
|
53.4%
|
2.1
|
Agreement and Plan of Share Exchange (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 6, 2002)
|
3.1
|
Articles of Incorporation, dated December 18, 1992 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.2
|
Amendment to Articles of Incorporation, dated October 31, 1996 (Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.3
|
Amendment to Articles of Incorporation, dated February 12, 1998 (Incorporated by reference to Exhibit 3.3 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.4
|
Amendment to Articles of Incorporation, dated May 18, 1999 (Incorporated by reference to Exhibit 3.4 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.5
|
Amendment to Articles of Incorporation, dated July 18, 2001 (Incorporated by reference to Exhibit 3.5 to the Registrant’s Annual Report on Form 10-KSB filed with the Commission on May 10, 2002)
|
3.6
|
Amendment to Articles of Incorporation, dated January 11, 2002 (Incorporated by reference to Exhibit 3.6 to the Registrant’s Annual Report on Form 10-KSB filed with the Commission on May 10, 2002)
|
3.7
|
Articles of Share Exchange, dated April 25, 2002 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 6, 2002)
|
3.8
|
By-Laws, dated December 18, 1992 (Incorporated by reference to Exhibit 3.5 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.9
|
Certificate of Designation of Series A Preferred Stock dated June 5, 2008 (Incorporated by reference to Exhibit 3.9 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 11, 2008)
|
10.3
|
Common Stock Purchase Agreement dated November 7, 2005 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 14, 2005)
|
10.4
|
Promissory Note dated November 7, 2005 with Guaranty (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 14, 2005)
|
10.5
|
Common Stock Purchase Agreement dated December 22, 2006 (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 22, 2006)
|
10.6
|
Promissory Note dated December 22, 2006 (Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 22, 2006)
|
10.7
|
License Agreement dated August 9, 2007, by and between Proteo Biotech AG and Rhein Minapharm Biogenetics SAE. (Incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-QSB filed with the Commission on November 14, 2007) **
|
10.8
|
Preferred Stock Purchase Agreement dated June 9, 2008 (Incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.9
|
Promissory Note dated June 9, 2008 (Incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 11, 2008)
|
10.10
|
Amendment to the License Agreement between the Registrant and Dr. Oliver Wiedow dated December 23, 2008 (Incorporated by reference to Exhibit 10.10 of the Registrant’s Current Report on Form 8-K filed with the Commission on January 7, 2009)
|
10.11
|
Forbearance Agreement and General Release dated July 6, 2009 (Incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.12
|
Agreement on the Assumption of Debt dated February 11, 2010 (Incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 17, 2010)
|
10.13
|
Summary of Ms. Birge Bargmann’s Employment Agreement dated August 1, 2007, with Proteo Biotech AG (Incorporated by reference to Exhibit 10.13 of the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 3, 2011) *
|
10.14
|
Summary of Ms. Birge Bargmann’s Employment Agreement dated May 27, 2011, with Proteo Biotech AG (Incorporated by reference to Exhibit 10.14 of the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 3, 2011) *
|
10.15
|
License Agreement between the Registrant and Professor Dr. Oliver Wiedow dated December 30, 2000 (Incorporated by reference to Exhibit 10.15 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.16
|
Summary of Material Terms of License Agreement between Proteo Biotech AG, the Registrant’s wholly owned subsidiary, and ARTES Biotechnology GmbH dated November 15, 2004 (Incorporated by reference to Exhibit 10.16 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 filed with the Commission on November 3, 2011)
|
10.17
|
Translation from German to English of Contract for an Atypical Silent Partnership between Proteo Biotech AG, the Registrant’s wholly owned subsidiary, and Professor Dr. Oliver Wiedow effective October 1, 2006 (Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.18
|
Letter Agreement dated July 28, 2011, between Registrant and Dr. Oliver Wiedow (Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.19
|
Letter Agreement dated February 6, 2012, between the Registrant and Dr. Oliver Wiedow. ***
|
14.1
|
Code of Ethics (Incorporated by reference to Exhibit 14.1 of the Registrant’s Form 10-KSB filed with the Commission on March 31, 2005)
|
31.1
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ***
|
31.2
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ***
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***
|
101.INS
|
XBRL Instance Document ***
|
101.SCH
|
XBRL Schema Document ***
|
101.CAL
|
XBRL Calculation Linkbase Document ***
|
101.DEF
|
XBRL Definition Linkbase Document ***
|
101.LAB
|
XBRL Label Linkbase Document ***
|
101.PRE
|
XBRL Presentation Linkbase Document ***
|
*
|
This Exhibit is a management contract or a compensation plan or arrangement.
|
**
|
Portions omitted pursuant to a request of confidentially filed separately with the Commission.
|
***
|
Filed herewith
|
Consolidated Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
F-3
|
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2011 and 2010 and for the Period From November 22, 2000 (Inception) Through December 31, 2011
|
F-4
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2011 and 2010 and for the Period From November 22, 2000 (Inception) Through December 31, 2011
|
F-5
|
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010 and for the Period from November 22, 2000 (Inception) Through December 31, 2011
|
F-8
|
Notes to Consolidated Financial Statements
|
F-10
|
PROTEO, INC. AND SUBSIDIARY |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED BALANCE SHEETS |
PROTEO, INC. AND SUBSIDIARY
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
|
AND FOR THE PERIOD FROM NOVEMBER 22, 2000 (INCEPTION) THROUGH DECEMBER 31, 2011
|
PROTEO, INC. AND SUBSIDIARY
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010, AND FOR THE PERIOD
|
FROM NOVEMBER 22, 2000 (INCEPTION) THROUGH DECEMBER 31, 2011
|
Preferred Stock | Common Stock |
Additional
Paid-in
|
Stock
Subscriptions
|
Accumulated
Other
Comprehensive
Income
|
Deficit
Accumulated
During
Development
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Receivable
|
(Loss)
|
Stage
|
Total
|
||||||||||||||||||||||||||||
BALANCE - November 22, 2000 (Inception)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||||
Common stock subscribed at $0.001 per share
|
- | - | 4,800,000 | 4,800 | - | (4,800 | ) | - | - | - | ||||||||||||||||||||||||||
Common stock issued for cash at $3.00 per share
|
- | - | 50,000 | 50 | 149,950 | - | - | - | 150,000 | |||||||||||||||||||||||||||
Reorganization with Proteo Biotech AG
|
- | - | 2,500,000 | 2,500 | 6,009 | - | - | - | 8,509 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (60,250 | ) | (60,250 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2000
|
- | $ | - | 7,350,000 | $ | 7,350 | $ | 155,959 | $ | (4,800 | ) | $ | - | $ | (60,250 | ) | $ | 98,259 | ||||||||||||||||||
Common stock issued for cash at $3.00 per share
|
- | - | 450,000 | 450 | 1,349,550 | - | - | - | 1,350,000 | |||||||||||||||||||||||||||
Cash received for common stock subscribed at $0.001 per share
|
- | - | - | - | - | 4,800 | - | - | 4,800 | |||||||||||||||||||||||||||
Common stock issued for cash at $0.40 per share
|
- | - | 201,025 | 201 | 80,209 | - | - | - | 80,410 | |||||||||||||||||||||||||||
Common stock subscribed at $0.40 per share
|
- | - | 5,085,487 | 5,086 | 2,029,109 | (2,034,195 | ) | - | - | - | ||||||||||||||||||||||||||
Common stock issued for cash to related parties at $0.001 per share
|
- | - | 7,200,000 | 7,200 | - | - | - | - | 7,200 | |||||||||||||||||||||||||||
Other comprehensive loss
|
- | - | - | - | - | - | (20,493 | ) | - | (20,493 | ) | |||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (374,111 | ) | (374,111 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2001
|
- | $ | - | 20,286,512 | $ | 20,287 | $ | 3,614,827 | $ | (2,034,195 | ) | $ | (20,493 | ) | $ | (434,361 | ) | $ | 1,146,065 | |||||||||||||||||
PROTEO, INC. AND SUBSIDIARY
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010, AND FOR THE PERIOD
|
FROM NOVEMBER 22, 2000 (INCEPTION) THROUGH DECEMBER 31, 2011
|
Preferred Stock | Common Stock |
Additional
Paid-in
|
Stock
Subscriptions
|
Accumulated
Other
Comprehensive
Income
|
Deficit
Accumulated
During
Development
|
|||||||||||||||||||||||||||||||
Shares
|
Amount |
Shares
|
Amount |
Capital
|
Receivable
|
(Loss)
|
Stage
|
Total | ||||||||||||||||||||||||||||
Common stock issued in connection with reverse merger
|
- | $ | - | 1,313,922 | $ | 1,314 | $ | (1,314 | ) | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||
Cash received for common stock subscribed at $0.40 per share
|
- | - | - | - | - | 406,440 | - | - | 406,440 | |||||||||||||||||||||||||||
Other comprehensive income
|
- | - | - | - | - | - | 116,057 | - | 116,057 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (1,105,395 | ) | (1,105,395 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2002
|
- | $ | - | 21,600,434 | $ | 21,601 | $ | 3,613,513 | $ | (1,627,755 | ) | $ | 95,564 | $ | (1,539,756 | ) | $ | 563,167 | ||||||||||||||||||
Common stock issued for cash at $0.60 per share
|
- | - | 66,667 | 67 | 39,933 | - | - | - | 40,000 | |||||||||||||||||||||||||||
Cash received for common stock subscribed at $0.40 per share
|
- | - | - | - | - | 387,800 | - | - | 387,800 | |||||||||||||||||||||||||||
Other comprehensive income
|
- | - | - | - | - | - | 164,399 | - | 164,399 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (620,204 | ) | (620,204 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2003
|
- | $ | - | 21,667,101 | $ | 21,668 | $ | 3,653,446 | $ | (1,239,955 | ) | $ | 259,963 | $ | (2,159,960 | ) | $ | 535,162 | ||||||||||||||||||
Common stock issued for cash at $0.40 per share
|
- | - | 412,249 | 412 | 164,588 | - | - | - | 165,000 | |||||||||||||||||||||||||||
Cash received for common stock subscribed at $0.40 per share
|
- | - | - | - | - | 680,000 | - | - | 680,000 | |||||||||||||||||||||||||||
Other comprehensive income
|
- | - | - | - | - | - | 93,186 | - | 93,186 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (639,746 | ) | (639,746 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2004
|
- | $ | - | 22,079,350 | $ | 22,080 | $ | 3,818,034 | $ | (559,955 | ) | $ | 353,149 | $ | (2,799,706 | ) | $ | 833,602 | ||||||||||||||||||
Common stock subscribed at $0.84 per share
|
- | - | 300,000 | 300 | 251,700 | (252,000 | ) | - | - | - | ||||||||||||||||||||||||||
Cash received for common stock subscribed at $0.40 per share
|
- | - | - | - | - | 435,284 | - | - | 435,284 | |||||||||||||||||||||||||||
Other comprehensive loss
|
- | - | - | - | - | - | (134,495 | ) | - | (134,495 | ) | |||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (1,131,781 | ) | (1,131,781 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2005
|
- | $ | - | 22,379,350 | $ | 22,380 | $ | 4,069,734 | $ | (376,671 | ) | $ | 218,654 | $ | (3,931,487 | ) | $ | 2,610 | ||||||||||||||||||
PROTEO, INC. AND SUBSIDIARY
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010, AND FOR THE PERIOD
|
FROM NOVEMBER 22, 2000 (INCEPTION) THROUGH DECEMBER 31, 2011
|
Common stock subscribed at $0.60 per share
|
- | $ | - | 1,500,000 | $ | 1,500 | $ | 898,500 | $ | (900,000 | ) | $ | - | $ | - | $ | - | |||||||||||||||||||
Cash received for common stock subscribed at $0.40 per share
|
- | - | - | - | - | 414,590 | - | - | 414,590 | |||||||||||||||||||||||||||
Other comprehensive income
|
- | - | - | - | - | - | 61,737 | - | 61,737 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | (649,868 | ) | (649,868 | ) | |||||||||||||||||||||||||||
BALANCE - December 31, 2006
|
- | $ | - | 23,879,350 | $ | 23,880 | $ | 4,968,234 | $ | (862,081 | ) | $ | 280,391 | $ | (4,581,355 | ) | $ | (170,931 | ) | |||||||||||||||||
Cash received for common stock subscribed at $0.60 per share
|
- | - | - | - | - | 862,081 | - | - | 862,081 | |||||||||||||||||||||||||||
Other comprehensive income
|
- | - | - | - | - | - | 89,987 | - | 89,987 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (445,169 | ) | (445,169 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2007
|
- | $ | - | 23,879,350 | $ | 23,880 | $ | 4,968,234 | $ | - | $ | 370,378 | $ | (5,026,524 | ) | $ | 335,968 | |||||||||||||||||||
Preferred stock subscribed at $6.00 per share
|
600,000 | 600 | - | - | 3,599,400 | (3,600,000 | ) | - | - | - | ||||||||||||||||||||||||||
Cash received for preferred stock subscribed at $2.26 per share
|
- | - | - | - | - | 1,354,611 | - | - | 1,354,611 | |||||||||||||||||||||||||||
Other comprehensive loss
|
- | - | - | - | - | - | (91,098 | ) | - | (91,098 | ) | |||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (889,882 | ) | (889,882 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2008
|
600,000 | $ | 600 | 23,879,350 | $ | 23,880 | $ | 8,567,634 | $ | (2,245,389 | ) | $ | 279,280 | $ | (5,916,406 | ) | $ | 709,599 | ||||||||||||||||||
Cash received for preferred stock subscribed at $2.26 per share
|
- | - | - | - | - | 514,083 | - | - | 514,083 | |||||||||||||||||||||||||||
Preferred stock dividend
|
30,000 | 30 | (30 | ) | - | |||||||||||||||||||||||||||||||
Other comprehensive income
|
- | - | - | - | - | - | 37,248 | - | 37,248 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (857,784 | ) | (857,784 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2009
|
630,000 | $ | 630 | 23,879,350 | $ | 23,880 | $ | 8,567,634 | $ | (1,731,306 | ) | $ | 316,528 | $ | (6,774,220 | ) | $ | 403,146 | ||||||||||||||||||
Cash received for preferred stock subscribed at $2.26 per share | - | - | - | - | - | 746,906 | - | - | 746,906 | |||||||||||||||||||||||||||
Preferred stock dividend | 31,500 | 32 | - | - | - | - | - | (32 | ) | - | ||||||||||||||||||||||||||
Other comprehensive loss | - | - | - | - | - | - | (146,848 | ) | - | (146,848 | ) | |||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (510,114 | ) | (510,114 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2010
|
661,500 | $ | 662 | 23,879,350 | $ | 23,880 | $ | 8,567,634 | $ | (984,400 | ) | $ | 169,680 | $ | (7,284,366) | $ | 493,090 |
PROTEO, INC. AND SUBSIDIARY
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010, AND FOR THE PERIOD
|
FROM NOVEMBER 22, 2000 (INCEPTION) THROUGH DECEMBER 31, 2011
|
Cash received for preferred stock subscribed at $2.26 per share | - | - | - | - | - | 622,383 | - | - | 622,383 | |||||||||||||||||||||||||||
Preferred stock dividend | 33,090 | 33 | - | - | - | - | - | (33 | ) | - | ||||||||||||||||||||||||||
Other comprehensive loss | - | - | - | - | - | - | (16,551 | ) | - | (16,551 | ) | |||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (778,956 | ) | (778,956 | ) | |||||||||||||||||||||||||
BALANCE - December 31, 2011
|
694,590 | $ | 695 | 23,879,350 | $ | 23,880 | $ | 8,567,634 | $ | (362,017 | ) | $ | 153,129 | $ | (8,063,355) | $ | 319,966 |
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
|
AND FOR THE PERIOD FROM NOVEMBER 22, 2000 (INCEPTION) THROUGH DECEMBER 31, 2011
|
|
·
|
Retention of experienced management personnel with particular skills in the development of such products.
|
|
·
|
Attainment of technology to develop biotech products.
|
|
·
|
Raising additional funds through the sale of debt and/or equity securities.
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
Technical and laboratory equipment
|
$
|
400,473
|
$
|
410,245
|
||||
Plant
|
191,381
|
195,859
|
||||||
Leasehold improvements
|
4,815
|
4,928
|
||||||
Office equipment
|
22,606
|
27,671
|
||||||
619,275
|
638,703
|
|||||||
Less accumulated depreciation and amortization
|
(496,285
|
)
|
(470,535
|
)
|
||||
Total
|
$
|
122,990
|
$
|
168,168
|
2011
|
2010
|
|||||||
Income tax benefit at U.S. federal statutory rates
|
$
|
(265,000
|
)
|
$
|
(173,000
|
)
|
||
Change in valuation allowance
|
265,000
|
173,000
|
||||||
$
|
-
|
$
|
-
|
2011
|
2010
|
|||||||
Numerator for basic and diluted loss per common share:
|
||||||||
Net loss attributable to Proteo, Inc.
|
$
|
(778,956
|
)
|
$
|
(510,114
|
)
|
||
Preferred stock dividend
|
(33
|
)
|
(32
|
)
|
||||
Net loss attributable to common stockholders
|
(778,989
|
)
|
(510,146
|
)
|
||||
Denominator for basic and diluted loss per common share:
|
||||||||
Weighted average number of common shares outstanding
|
23,879,350
|
23,879,350
|
||||||
Basic and diluted loss per common share
|
$
|
(0.03)
|
$
|
(0.02)
|
PROTEO, INC.
(Registrant)
|
|||
Dated: March 27, 2012
|
By:
|
/s/ Birge Bargmann
|
|
Birge Bargmann
|
|||
Chief Executive Officer and
Chief Financial Officer (Principal Accounting Officer)
|
|||
Signature
|
Capacity
|
Date
|
/s/ Birge Bargmann
Birge Bargmann
|
Director, Principal Executive Officer and Chief Financial Officer
(signed both as an Officer duly authorized to sign on behalf of the Registrant and as Principal Financial Officer and Chief Accounting Officer)
|
March 27, 2012
|
/s/ Oliver Wiedow, M.D.
Oliver Wiedow, M.D.
|
Director
|
March 27, 2012
|
/s/ Hartmut Weigelt, Ph.D.
Hartmut Weigelt, Ph.D.
|
Director
|
March 27, 2012
|
2.1
|
Agreement and Plan of Share Exchange (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 6, 2002)
|
3.1
|
Articles of Incorporation, dated December 18, 1992 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.2
|
Amendment to Articles of Incorporation, dated October 31, 1996 (Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.3
|
Amendment to Articles of Incorporation, dated February 12, 1998 (Incorporated by reference to Exhibit 3.3 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.4
|
Amendment to Articles of Incorporation, dated May 18, 1999 (Incorporated by reference to Exhibit 3.4 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.5
|
Amendment to Articles of Incorporation, dated July 18, 2001 (Incorporated by reference to Exhibit 3.5 to the Registrant’s Annual Report on Form 10-KSB filed with the Commission on May 10, 2002)
|
3.6
|
Amendment to Articles of Incorporation, dated January 11, 2002 (Incorporated by reference to Exhibit 3.6 to the Registrant’s Annual Report on Form 10-KSB filed with the Commission on May 10, 2002)
|
3.7
|
Articles of Share Exchange, dated April 25, 2002 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 6, 2002)
|
3.8
|
By-Laws, dated December 18, 1992 (Incorporated by reference to Exhibit 3.5 to the Registrant’s Form 10-SB filed with the Commission on April 25, 2000)
|
3.9
|
Certificate of Designation of Series A Preferred Stock dated June 5, 2008 (Incorporated by reference to Exhibit 3.9 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 11, 2008)
|
10.3
|
Common Stock Purchase Agreement dated November 7, 2005 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 14, 2005)
|
10.4
|
Promissory Note dated November 7, 2005 with Guaranty (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 14, 2005)
|
10.5
|
Common Stock Purchase Agreement dated December 22, 2006 (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 22, 2006)
|
10.6
|
Promissory Note dated December 22, 2006 (Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 22, 2006)
|
10.7
|
License Agreement dated August 9, 2007, by and between Proteo Biotech AG and Rhein Minapharm Biogenetics SAE. (Incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-QSB filed with the Commission on November 14, 2007) **
|
10.8
|
Preferred Stock Purchase Agreement dated June 9, 2008 (Incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.9
|
Promissory Note dated June 9, 2008 (Incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 11, 2008)
|
10.10
|
Amendment to the License Agreement between the Registrant and Dr. Oliver Wiedow dated December 23, 2008 (Incorporated by reference to Exhibit 10.10 of the Registrant’s Current Report on Form 8-K filed with the Commission on January 7, 2009)
|
10.11
|
Forbearance Agreement and General Release dated July 6, 2009 (Incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.12
|
Agreement on the Assumption of Debt dated February 11, 2010 (Incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 17, 2010)
|
10.13
|
Summary of Ms. Birge Bargmann’s Employment Agreement dated August 1, 2007, with Proteo Biotech AG (Incorporated by reference to Exhibit 10.13 of the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 3, 2011) *
|
10.14
|
Summary of Ms. Birge Bargmann’s Employment Agreement dated May 27, 2011, with Proteo Biotech AG (Incorporated by reference to Exhibit 10.14 of the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 3, 2011) *
|
10.15
|
License Agreement between the Registrant and Professor Dr. Oliver Wiedow dated December 30, 2000 (Incorporated by reference to Exhibit 10.15 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.16
|
Summary of Material Terms of License Agreement between Proteo Biotech AG, the Registrant’s wholly owned subsidiary, and ARTES Biotechnology GmbH dated November 15, 2004 (Incorporated by reference to Exhibit 10.16 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 filed with the Commission on November 3, 2011)
|
10.17
|
Translation from German to English of Contract for an Atypical Silent Partnership between Proteo Biotech AG, the Registrant’s wholly owned subsidiary, and Professor Dr. Oliver Wiedow effective October 1, 2006 (Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.18
|
Letter Agreement dated July 28, 2011, between Registrant and Dr. Oliver Wiedow (Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 3, 2011)
|
10.19
|
Letter Agreement dated February 6, 2012, between the Registrant and Dr. Oliver Wiedow. ***
|
14.1
|
Code of Ethics (Incorporated by reference to Exhibit 14.1 of the Registrant’s Form 10-KSB filed with the Commission on March 31, 2005)
|
31.1
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ***
|
31.2
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ***
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***
|
101.INS
|
XBRL Instance Document ***
|
101.SCH
|
XBRL Schema Document ***
|
101.CAL
|
XBRL Calculation Linkbase Document ***
|
101.DEF
|
XBRL Definition Linkbase Document ***
|
101.LAB
|
XBRL Label Linkbase Document ***
|
101.PRE
|
XBRL Presentation Linkbase Document ***
|
*
|
This Exhibit is a management contract or a compensation plan or arrangement.
|
**
|
Portions omitted pursuant to a request of confidentially filed separately with the Commission.
|
***
|
Filed herewith
|
|
Re:
|
Elafin License Agreement
|
1.
|
The Parties herewith agree that Licensor defers to April 15, 2013 the instalment payable by Licensee in the amount of 60,000 Euros, which otherwise would be due on December 31
st
, 2011 (hereinafter the “Deferral”).
|
2.
|
Neither the waiver nor the Deferral under Section 1 hereof, would constitute a waiver of or estoppel to Licensor‘s rights to already existing or future payment obligations under the License Agreement.
|
By: |
/s/ Birge Bargmann
|
Birge Bargmann | |
Chief Executive Officer
|
|
(Principal Executive Officer)
|
By: |
/s/ Birge Bargmann
|
Birge Bargmann
|
|
Chief Financial Officer
|
|
(Principal Accounting Officer)
|